Annual Statements Open main menu

DLT Resolution Inc. - Annual Report: 2008 (Form 10-K)

dbl_10k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X]
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the Fiscal Year Ended December 31, 2008
   
[   ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the Transition Period from __________ to ___________
   
Commission File Number: 333-148546
 
DBL SENIOR CARE, INC.
(Name of small business issuer in its charter)
 
Nevada
20-8248213
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification number)
   
925 Gardenia Circle
St. George, Utah
 
84790
(Address of principal executive offices)
(Zip code)
   
Issuer’s telephone number: (801) 615-1254
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of each class
Name of each exchange on which registered
None
None
   
   
   
   
Securities Registered Pursuant to Section 12(g) of the Act:
 
None
(Title of class)
 
 
(Title of class)







 
 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X]   No [   ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [   ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer  [   ]
Accelerated filer                    [   ]
Non-accelerated filer    [   ] (Do not check if a smaller reporting company)
Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes [X]   No [   ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the most recent price at which the common equity was sold: $31,500 as of March 20, 2009.

The number of shares outstanding of each of the issuer's classes of common equity, as of March 20, 2009 was 5,630,000.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

None.

Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]












 
2

 

DBL SENIOR CARE, INC.
FORM 10-K
For the year ended December 31, 2008

TABLE OF CONTENTS



4
4
     RISK FACTORS
5
8
     PROPERTIES
8
8
9
9
9
10
11
26
26
27
28
28
30
30
31
31
     EXHIBITS
32
33












 
3

 

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, DBL Senior Care’s actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand its customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict.  When used in this Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

PART I

DESCRIPTION OF BUSINESS

Business Development and Summary

DBL Senior Care, Inc. was incorporated in the State of Nevada on January 17, 2007.  We are a development stage company with the goal of providing care, assistance and companionship to elderly, infirm or other home-bound individuals.  We have initiated our development and start-up activities, but have not yet commenced planned principal operations.  As of the date of this annual report, we have generated no revenues.

Our administrative office is located at 925 Gardenia Circle, St. George, Utah 84790.

Our fiscal year end is December 31.

Business of Issuer

Principal Products and Principal Markets

We plan to provide personal assistance services to patients in hospitals or nursing homes, the elderly, sick or any other such person who is physically unable to perform certain household chores or errands due to illness or other infirmity.  We are not a provider of medical services; rather, we seek to provide personal care and assistance that a sick or frail person would be unable to perform on their own.  Such services encompass any errand or odd job that a client would desire including, but not limited to, laundry, grocery shopping, cooking, cleaning or simply providing companionship.  We do not, however, intend to provide any health or medical-related service, or to replace or supplement medical personnel.  Instead, it is our objective to provide general personal services when family and friends cannot and that medical care-givers will not.  Initially, we plan to focus our efforts on the Southern Utah and Southern Nevada areas, as our base of operations is located nearby.

We believe it is important that the persons we employ or contract to perform services on our behalf are personable, patient and able to provide a high level of customer care and assistance.  We plan to ensure the professionals we hire are drug tested and thoroughly screened, through the performance of background and work reference checks, to screen applicants for any criminal activity and drug abuse.  Our management will undertake all screening, hiring and placement activities.  We then plan to be able to provide potential clients, upon request, with profiles of possible candidates that include a synopsis of their educational background and prior work experience.

Distribution Methods of the Products

We have no methods of distribution in place, nor have we begun to provide services to any customer.  While we have no methods of distribution in place, we believe we will need to focus on recruiting individuals to provide our services to prospective customers.
 
 


 
4

 

Industry Background and Competition

We are a small, start-up company that has not generated any revenues and lacks a base of both clients and personal care providers.  We compete primarily against companies that specialize in providing personal care to individuals, such as personal concierges, housekeepers and personal assistants.  There are approximately 8 companies in the Southern Nevada and Southern Utah regions providing services that significantly overlap those we intend to provide.  All of our competitors have longer operating histories, established client relationships and greater financial, management and marketing resources than we do.  More established firms have a greater supply of available employees and contractors, substantial word-of-mouth referrals and established brand names, enabling them to attract a consistent flow of new customers and employees.

To the extent competitors seek to gain or retain market share by reducing prices or increasing marketing efforts, we could lose revenues or clients and our margins would therefore decline, which could seriously harm our operating results.

Effect of Existing or Probable Governmental Regulations

Our management is not aware of any existing or probable government regulations that would have a material effect on our business.

We are a personal services company and not a healthcare concern.  The healthcare industry is subject to extensive and complex federal and state laws and regulations relating to professional licensure, conduct of operations, payment for services and payment for referrals.  We do not intend to provide medical services and therefore believe our business is not directly impacted by or subject to the laws and regulations that generally govern the healthcare industry.

Number of total employees and number of full time employees

We are currently in the development stage.  During the development stage, we plan to rely exclusively on the services of Debbie and Darrin Barnum, our officers and directors, to set up our business operations.  Mr. Darrin Barnum currently works for us on a part-time basis and expects to devote approximately 20 hours per week to our business.  Mrs. Debbie Barnum is currently dedicated to our efforts on a full-time basis.  There are no other full- or part-time employees.  There are no other full- or part-time employees.

We plan to hire individuals to assist us in providing our personal services to potential customers.  These persons will be paid on a per job basis and will be considered independent contractors.  We do not intend to enter into any employment agreements with any of these professionals.  Thus, these persons are not intended to be employees of our company.

Reports to Security Holders

 
1.
We will furnish shareholders with annual financial reports certified by our independent registered public accountants.

 
2.
We are a reporting issuer with the Securities and Exchange Commission.  We file periodic reports, which are required in accordance with Section 15(d) of the Securities Act of 1933, with the Securities and Exchange Commission to maintain the fully reporting status.

 
3.
The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov.

RISK FACTORS

Investors may lose their entire investment if DBL fails to commence its planned operations.

DBL was formed in January 2007.  We have not yet commenced planned principal operations and, thus, have no demonstrable operations record on which you can evaluate the business and its prospects.  DBL’s prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development.  These risks include, without limitation, competition, the absence of ongoing revenue streams, inexperienced management and lack of brand recognition.  We cannot guarantee that we will be successful in accomplishing our objectives.  To date, we have not generated any revenues and we expect to continue to incur losses in the foreseeable future.  If DBL fails in its objective to provide personal care assistance to sick and elderly persons, we may be forced out of business, in which case investors may lose their entire investment.
 
 

 
5

 


Our officers and directors work for us on a part-time basis and have no experience in managing a public company.  As a result, we may be unable to develop our business and manage our public reporting requirements.

Our operations depend on the efforts of Debbie Barnum, our President, Treasurer, director and employee, and Darrin Barnum, our Secretary, director and employee.  Both Mr. and Mrs. Barnum currently work for us on a part-time basis and expect to each devote approximately 10-20 hours per week to our business and are prepared to dedicate additional time to our operations, as needed.  Neither Mr. nor Mrs. Barnum have any experience related to public company management or as a principal accounting or principal financial officer and works for us only on a part-time basis.  Because of this, Mr. and Mrs. Barnum may be unable to develop our business and manage our public reporting requirements.  We cannot guarantee you that we will overcome any such obstacle, which may cause us to cease operations.

DBL may not be able to attain profitability without additional funding, which may be unavailable.

We have limited capital resources and, since our inception, have incurred a net loss and experienced negative cash flows.  To date, we have funded our operations from the sale of equity securities and have not generated cash from our operations.  Unless we begin to generate sufficient revenues from providing our care and assistance services to finance operations as a going concern, we will experience liquidity and solvency problems.  Such liquidity and solvency problems may force us to go out of business if additional financing is not available.  We have no intention of liquidating.  In the event our cash resources are insufficient to continue operations, we intend to raise addition capital through offerings and sales of equity or debt securities.  In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate.  A possibility of such outcome presents a risk of complete loss of investment in our common stock.

DBL’s independent auditors have qualified their report to express substantial doubt about our company’s ability to continue as a going concern.

DBL has yet to commence its planned principal operations.  As of the date of this Prospectus, DBL has had only limited start-up operations and generated no revenues.  Taking these facts into account, DBL’s independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement, of which this prospectus is a part.  If DBL’s care and assistance business fails, our investors may face a complete loss of their investment.

Because of competitive pressures from competitors with more resources DBL may fail to implement its business model profitably.

We are entering a highly competitive market segment.  Our expected competitors include larger and more established companies.  To the best of our management’s knowledge, some of our competitors include housekeeping services, personal concierges and other personal assistance and delivery services that range in size from sole proprietorships to national franchises, such as Merry Maids.  Generally, our competitors have longer operating histories, significantly greater financial and marketing resources, as well as greater name recognition.  Therefore, many of these competitors may be able to devote greater resources than we are capable of to attracting a larger base of clients and contractors.  Increased competition could result in lower than expected operating margins or loss of market share, any of which would materially and adversely affect our business, results of operation and financial condition.

Changes in consumer preferences could reduce demand for our services.

Any change in the preferences of elderly and infirm persons, our primary target demographic, that we fail to anticipate could reduce the demand for our assistance and care services that we intend to provide.  Failure to anticipate and respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction, failure to attract demand for our services, inefficient advertising and marketing methods and lower profit margins.

If we are unable to attract employees or third party consultants, we may be unable to execute our planned operations.

Our business is to provide personalized care to typically elder or sick individuals that need assistance outside of medical treatment.  We will be significantly reliant upon our ability to attract and retain individuals who possess the skills, experience and patience necessary care for those in our target market.  We compete generally for personnel with temporary healthcare staffing companies and other temporary staffing agencies.  We must establish and continually expand a network of care providers to keep pace with the needs of those who may require our services.  We may be unable to recruit and maintain a sufficient core of individuals, decreasing the potential for growth of our business.  Without such individuals, we will be unable to execute our business plan.
 
 

 
6

 


Our business will suffer if we are unable to secure and satisfy demand for our services.

We do not have long-term agreements or exclusive guaranteed contracts with any clients.  The success of our business depends upon our ability to continually secure new service requests and to fill those demands with professional care providers.  If we fail to maintain positive relationships with clients, we may be unable to generate new service requests and our business will be adversely affected.

If we were to become subject to the regulations governing healthcare providers, we may suffer penalties, fines and/or cease operations.

Our management is not aware of any current or pending regulations or legislation that we are subject to.  We are a provider of non-medical care and assistance.  Although we do not purport to be a healthcare concern, there can be no assurance that certain actions or activities we may undertake will not be classified as medical-related.  The healthcare industry is subject to extensive and complex federal and state laws and regulations related to professional licensure, conduct of operations, payment for services and payment for referrals.  If we fail to abstain from medical or healthcare services, we may become subject to certain laws and regulations that we are not skilled or licensed to perform under and we could suffer civil and/or criminal penalties or be subject to injunctions or cease and desist orders.

We may be legally liable for damages resulting from mistreatment of our clients.

Because we are in the business of placing our employees or third party contractors in the homes and workplaces of elderly or infirm individuals, we may be subject to possible claims by our employees and contractors, alleging discrimination, sexual harassment, negligence and other similar activities.  In addition, we may become subject to claims related to torts or crimes committed by the professionals we seek to employ.  The cost of defending such claims, even if groundless, could be substantial and the associated negative publicity could adversely affect our ability to conduct business in the future.  We currently do not carry professional liability insurance to mitigate these risks.  If we are unable to obtain and maintain adequate insurance coverage at a reasonable cost, or if potential insurers deny coverage, we may be exposed to substantial liabilities that could force us out of business.

Conflicts of interest faced by the top management of DBL may jeopardize the business continuity of DBL.

Mr. and Mrs. Barnum, our officers and directors, may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, our officers may face a conflict in selecting between DBL and their other business interests.  We do not believe that either Mr. or Mrs. Barnum will not consider entering a similar line of business as we conduct; however, there can be no assurance of this.  DBL has not formulated a policy for the resolution of such conflicts.

We are dependent upon our officers and directors, the loss of either or both may force us out of business.

The operations of DBL Senior Care, Inc. depend substantially on the skills and experience of Debbie Barnum and Darrin Barnum.  Without employment contracts, we may lose these individuals to other pursuits without sufficient warning and, consequently, go out of business.

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

 
1.
Deliver to the customer, and obtain a written receipt for, a disclosure document;

 
2.
Disclose certain price information about the stock;

 
3.
Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

 
4.
Send monthly statements to customers with market and price information about the penny stock; and

 
5.
In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.
 

 
 
7

 


Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
 
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
 
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability! to buy and sell our stock and have an adverse effect on the market for our shares.
 
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
UNRESOLVED STAFF COMMENTS

None.

PROPERTIES

DBL Senior Care, Inc. uses office space at 925 Gardenia Circle, St. George, UT 84790.  Mr. and Mrs. Barnum, our directors, executive officers and shareholders, are providing the office space at no charge to us.  We believe that this arrangement is suitable given that our current operations are primarily administrative.  We also believe that we will not need to lease additional administrative offices for at least the next 12 months.  There are currently no proposed programs for the renovation, improvement or development of the facilities we currently use.

Our management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income.  We do not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

LEGAL PROCEEDINGS

No Director, officer, significant employee, or consultant of DBL Senior Care, Inc. has been convicted in a criminal proceeding, exclusive of traffic violations.

No Director, officer, significant employee, or consultant of DBL Senior Care, Inc. has been permanently or temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities or banking activities.

No Director, officer, significant employee, or consultant of DBL Senior Care, Inc. has been convicted of violating a federal or state securities or commodities law.
 
 
 

 
8

 



DBL Senior Care, Inc. is not a party to any pending legal proceedings.

No director, officer, significant employee or consultant of DBL Senior Care, Inc. has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION FOR COMMON STOCK

Market information

Effective June 12, 2008, the Company has been approved for listing on the OTC Bulletin Board under the symbol "DBLC".  As of the date of this annual report, no public market in our common stock has yet developed and there can be no assurance that a meaningful trading market will subsequently develop.  We make no representation about the value of our common stock.

Holders

As of the date of this annual report, DBL Senior Care, Inc. has 5,630,000 shares of $0.001 par value common stock issued and outstanding held by 20 shareholders of record.  Our Transfer Agent is Pacific Stock Transfer, 500 E. Warm Springs Road, Suite 240 Las Vegas, Nevada  89123, phone (702) 361-3033.

Dividends

DBL Senior Care, Inc. has never declared or paid any cash dividends on its common stock.  For the foreseeable future, DBL intends to retain any earnings to finance the development and expansion of its business, and it does not anticipate paying any cash dividends on its common stock.  Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.

Recent Sales of Unregistered Securities

In January 2007, we issued 5,000,000 shares of our common stock at a price of $0.001 per share to two shareholders, Debbie Barnum and Darrin Barnum, both of whom are our founding shareholders and officers and directors.  This sale of stock did not involve any public offering, general advertising or solicitation.  The shares were issued in exchange for cash in the amount of $5,000.  At the time of the issuances, both Mr. and Mrs. Barnum had fair access to and were in possession of all available material information about our company, as they are both officers and directors of DBL.  The shares bear a restrictive transfer legend.  On the basis of these facts, we claim that the issuance of stock to our founding shareholders qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

In August 2007, we sold 630,000 shares of our common stock to eighteen unrelated shareholders.  The shares were issued at a price of $0.05 per share for total cash in the amount of $31,500.  The shares bear a restrictive transfer legend.  This August 2007 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about DBL Senior Care, Inc., including an audited balance sheet and reviewed statements of income, changes in stockholders’ equity and cash flows.  Each purchaser was given the opportunity to ask questions of us.  Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.
 
 


 
9

 


MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS

Forward-Looking Statements

The statements contained in all parts of this document that are not historical facts are, or may be deemed to be, "forward-looking statements" within the meaning of  Section 27A of  the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements include, but are not limited to, those relating to the following: the Company's ability to secure necessary financing; plans for opening one or more restaurant units (including the scope, timing, impact and effects thereof); expected growth; future operating expenses; future margins; fluctuations in interest rates; ability to continue to grow and  implement growth, and regarding future growth, cash needs, operations, business plans and financial results and any other statements that are not historical facts.

When used in this document, the words "anticipate," "estimate," "expect," "may," "plans," "project," and similar expressions are intended to be among the statements that identify forward-looking statements.  DBL Senior Care, Inc.’s results may differ significantly from the results discussed in the forward-looking statements.  Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to the Company’s dependence on its ability to attract and retain skilled managers and other personnel; the intense competition within the restaurant industry; the uncertainty of the Company's ability to manage and continue its growth and implement its business strategy; its vulnerability to general economic conditions; accuracy of accounting and other estimates; the Company's future financial and operating results, cash needs and demand for services; and the Company's ability to maintain and comply with permits and licenses; as well as other risk factors described in this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.

Management’s Discussion and Analysis

DBL Senior Care, Inc. was incorporated in Nevada on January 17, 2007.  We are a startup and have not realized any revenues since our formation.  We do not have any history of sales or profitability and are unable to predict the future and ongoing ability to generate revenues.  Our efforts have focused primarily on the development and implementation of our business plan.  No development related expenses have been or will be paid to our affiliates.

As a result of our lack of revenues and incurring ongoing expenses related to the implementation of our business and maintaining our public report status, we have experienced net losses in all periods since our inception.  During the year ended December 31, 2008, we incurred a net loss of $29,160, attributable solely to general and administrative expenses related to the cost of developmental activities, professional fees and costs related to being a public reporting corporation.  In the comparable period ended December 31, 2007, our net loss was $7,507, primarily due to $7,548 in general and administrative expenses and other income of $41 related to the reversal of bank fees.  During the period from our inception on January 17, 2007 to December 31, 2008, we did not generate any revenues, and incurred a net loss of $36,667, attributable to $36,708 in general and administrative expenses, as well as other income of $41.

We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.  We are unable to predict if and when we will begin to generate revenues or stem our losses.  We have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable.  We anticipate incurring ongoing operating losses for the foreseeable future and cannot predict when, if at all, we may expect these losses to plateau or narrow.  There is significant uncertainty projecting future profitability due to our lack of operating history and absence of guaranteed revenue streams.

Our management believes that our cash on hand as of December 31, 2008 in the amount of $33 is not sufficient to finance operations.  Generating sales in the next 12 months is imperative for us to support our operations and to continue as a going concern.  We believe that we will be required to generate a minimum of approximately $30,000 in revenues over the next 12 months in order for us to support ongoing operations.  However, we cannot guarantee that we will generate such sales.  As such, we are in a precarious financial position and may be unable to maintain our operations without generating revenues or obtaining funds through sales of our debt or equity securities.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  As such, our principal accountants have expressed substantial doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations.  If our business fails, our investors may face a complete loss of their investment.
 

 

 
10

 

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time.  Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary.  We do not expect to hire any additional employees over the next 12 months.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following documents (pages F-1 to F-12) form part of the report on the Financial Statements

 
PAGE
   
F-1
F-3
F-4
F-5
F-6
F-7



 
 
 

 






 
11

 













DBL Senior Care, Inc.
(A Development Stage Company)

Balance Sheets
as of
December 31, 2008 and 2007

and

Statements of Operations,
Stockholders’ Equity, and
Cash Flows
For the years ended
December 31, 2008 and 2007,
and
for the period
January 17, 2007 (Date of Inception)
through
December 31, 2008


 
 
 
 
 

 






 
12

 








TABLE OF CONTENTS




 
PAGE
   
1
   
2
   
3
   
4
   
5
   
6


















 
13

 

 
MOORE & ASSOCIATES, CHARTERED
           ACCOUNTANTS AND ADVISORS
                   PCAOB REGISTERED


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
DBL Senior Care, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of DBL Senior Care, Inc. (A Development Stage Company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2008 and 2007 and from inception on January 17, 2007 through December 31, 2008. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DBL Senior Care, Inc. (A Development Stage Company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2008 and 2007 and from inception on January 17, 2007 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has an accumulated deficit of $36,667, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Moore & Associates, Chartered

Moore & Associates, Chartered
Las Vegas, Nevada
March 12, 2009

6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501





F1

 
14

 

DBL Senior Care, Inc.
(a Development Stage Company)
Balance Sheets



   
December 31,
   
December 31,
 
   
2008
   
2007
 
Assets
           
             
Current assets:
           
Cash
  $ 33     $ 29,193  
Total current assets
    33       29,193  
                 
    $ 33     $ 29,193  
                 
Liabilities and Stockholders’ Equity
               
                 
Current liabilities:
               
Accounts payable
  $ -     $ -  
Accrued liabilities
    -       -  
Total current liabilities
    -       -  
                 
Stockholders’ equity:
               
Preferred stock, $0.001 par value, 5,000,000 shares
               
authorized, no shares issued and outstanding
    -       -  
Common stock, $0.001 par value, 70,000,000 shares
               
authorized, 5,630,000 shares issued and outstanding
    5,630       5,630  
Additional paid-in capital
    31,070       31,070  
(Deficit) accumulated during development stage
    (36,667 )     (7,507 )
      33       29,193  
                 
    $ 33     $ 29,193  






The accompanying notes are an integral part of these financial statements.




F2

 
15

 

DBL Senior Care, Inc.
(a Development Stage Company)
Statements of Operations



   
For the years ended
   
January 17, 2007
 
   
December 31,
   
(Inception) to
 
   
2008
   
2007
   
December 31, 2008
 
                   
Revenue
  $ -     $ -     $ -  
                         
Expenses:
                       
General and administrative expenses
    29,160       7,548       36,708  
Total expenses
    29,160       7,548       36,708  
                         
Other income:
                       
Other income
    -       41       41  
Total other income
    -       41       41  
                         
(Loss) before provision for income taxes
    (29,160 )     (7,507 )     (36,667 )
                         
Provision for income taxes
    -       -       -  
                         
Net (loss)
  $ (29,160 )   $ (7,507 )   $ (36,667 )
                         
Weighted average number of
                       
common shares outstanding - basic and fully diluted
    5,630,000       5,277,414          
                         
Net (loss) per share-basic and fully diluted
  $ (0.00 )   $ (0.00 )        







The accompanying notes are an integral part of these financial statements.




F3

 
16

 

DBL Senior Care, Inc.
(a Development Stage Company)
Statements of Stockholders’ Equity



                                 
(Deficit)
       
                                 
Accumulated
       
         
Additional
   
Common
         
During
   
Total
 
   
Common Stock
   
Paid-in
   
Stock
   
Subscriptions
   
Development
   
Stockholders’
 
   
Shares
   
Amount
   
Capital
   
Subscribed
   
Receivable
   
Stage
   
Equity
 
                                           
January 17, 2007
                                         
  Subscriptions receivable
                                         
  $0.001 per share
    5,000,000     $ -     $ -     $ 5,000     $ (5,000 )   $ -     $ -  
                                                         
February 2, 2007
                                                       
  Founders shares
                                                       
  issued for cash
    -       5,000       -       (5,000 )     5,000       -       5,000  
                                                         
July 30, 2007
                                                       
  Donated capital
    -       -       200       -       -       -       200  
                                                         
August 6, 2007
                                                       
  Private placement
                                                       
  $0.05 per share
    630,000       630       30,870       -       -       -       31,500  
                                                         
Net (loss)
                                                       
  For the period January 17, 2007
                                                       
  (Inception) to December 31, 2007
    -       -       -       -       -       (7,507 )     (7,507 )
                                                         
Balance, December 31, 2007
    5,630,000     $ 5,630     $ 31,070     $ -     $ -     $ (7,507 )   $ 29,193  
                                                         
Net (loss)
                                                       
  For the year ended
                                                       
  December 31, 2008
    -       -       -       -       -       (29,160 )     (29,160 )
                                                         
Balance, December 31, 2008
    5,630,000     $ 5,630     $ 31,070     $ -     $ -     $ (36,667 )   $ 33  



The accompanying notes are an integral part of these financial statements.





F4

 
17

 

DBL Senior Care, Inc.
(a Development Stage Company)
Statements of Cash Flows



   
For the years ended
   
January 17, 2007
 
   
December 31,
   
(Inception) to
 
   
2008
   
2007
   
December 31, 2008
 
                   
Operating activities
                 
Net (loss)
  $ (29,160 )   $ (7,507 )   $ (36,667 )
Net cash (used) by operating activities
    (29,160 )     (7,507 )     (36,667 )
                         
Financing activities
                       
   Donated capital
    -       200       200  
   Issuances of common stock
    -       36,500       36,500  
Net cash provided by financing activities
    -       36,700       36,700  
                         
Net increase in cash
    (29,160 )     29,193       33  
Cash – beginning
    29,193       -       -  
Cash – ending
  $ 33     $ 29,193     $ 33  
                         
Supplemental disclosures:
                       
   Interest paid
  $ -     $ -     $ -  
   Income taxes paid
  $ -     $ -     $ -  






The accompanying notes are an integral part of these financial statements.




F5

 
18

 

DBL Senior Care, Inc.
(a Development Stage Company)
Notes to Financial Statements
December 31, 2008

Note 1 – History and organization of the company

The Company was organized January 17, 2007 (Date of Inception) under the laws of the State of Nevada, as DBL Senior Care, Inc.  The Company is authorized to issue up to 70,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.

The business of the Company is to provide personal care services to elderly, handicapped or other home-bound individuals suffering infirmity.  The Company has limited operations and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,” the Company is considered a development stage company.

Note 2 – Accounting policies and procedures

Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits.  For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of December 31, 2008 and 2007.

Concentrations of Risks: Cash Balances
The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC).  This government corporation insured balances up to $100,000 through October 13, 2008.  As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account.  This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.

All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009.  On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor.  Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.

Revenue recognition
The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectability is reasonably assured.  The Company recognizes revenues on sales of its services, based on the terms of the customer agreement.  The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price.  If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.

Management periodically evaluates the need for establishing a reserve for service warranty liability. As of December 31, 2008, management has concluded that neither a reserve for warranty liability is required.

Advertising costs
The Company expenses all costs of advertising as incurred.  There were no advertising costs included in selling, general and administrative expenses for the years ended December 31, 2008 and 2007.


F6

 
19

 

DBL Senior Care, Inc.
(a Development Stage Company)
Notes to Financial Statements
December 31, 2008

Note 2 – Accounting policies and procedures (continued)

Impairment of long-lived assets
Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.  No such impairments have been identified by management at December 31, 2008 and 2007.

Loss per share
Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”.  Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock warrants were exercised into common stock.  For the years ended December 31, 2008 and 2007, the denominators in the diluted EPS computation are the same as the denominators for basic EPS due to the anti-dilutive effect of the warrants on the Company’s net loss.

Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), “Reporting on the Costs of Start-Up Activities,” which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred.  SOP 98-5 is effective for fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5, there has been little or no effect on the Company’s financial statements.

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2008 and 2007.  The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.  Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Income Taxes
The Company follows Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes.  Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

General and administrative expenses
The significant components of general and administrative expenses consists of meals and entertainment expenses, legal and professional fees, outside services, office supplies, postage, and travel expenses.

Segment reporting
The Company follows Statement of Financial Accounting Standards No. 130, “Disclosures About Segments of an Enterprise and Related Information”. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.


F7

 
20

 

DBL Senior Care, Inc.
(a Development Stage Company)
Notes to Financial Statements
December 31, 2008

Note 2 – Accounting policies and procedures (continued)

Dividends
The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid or declared since inception.

Recent pronouncements
In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”).  FIN 48 clarified the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes.  It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  The adoption of FIN 48 did not have a material impact on our balance sheet or statement of operations.

In September 2006, the Securities and Exchange Commission staff (“SEC”) issued SAB 108.  SAB 108 was issued to provide consistency to how companies quantify financial statement misstatements.  SAB 108 establishes an approach that requires companies to quantify misstatements in financial statements based on effects of the misstatement on both the consolidated balance sheet and statement of operations and the related financial statement disclosures.  Additionally, companies must evaluate the cumulative effect of errors existing in prior years that previously had been considered immaterial.  We adopted SAB 108 in connection with the preparation of our annual financial statements for the years ended December 31, 2008 and 2007 and found no adjustments necessary.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  SFAS No. 157 does not require any new fair value measurements, rather, its application will be made pursuant to other accounting pronouncements that require or permit fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 1007, and interim periods within those years.  The provisions of SFAS No. 157 are to be applied proactively upon adoption, except for limited specified exemptions.  We are evaluating the requirements of SFAS No. 157 and do not expect the adoption to have a material impact on our balance sheet or statement of operations.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company has adopted SFAS No. 159 beginning March 1, 2008 and is evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.



F8

 
21

 

DBL Senior Care, Inc.
(a Development Stage Company)
Notes to Financial Statements
December 31, 2008

Note 2 – Accounting policies and procedures (continued)

Recent pronouncements (Continued)
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.


F9

 
22

 

DBL Senior Care, Inc.
(a Development Stage Company)
Notes to Financial Statements
December 31, 2008

Note 2 – Accounting policies and procedures (continued)

Recent pronouncements (Continued)
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

Stock based compensation
In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company has adopted this standard will and expects to have a material impact on its financial statements assuming employee stock options or awards are granted in the future.

Year end
The Company has adopted December 31 as its fiscal year end.

Note 3 - Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has incurred a net loss of ($36,667) for the period from January 17, 2007 (inception) to December 31, 2008, and had no sales.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.

F10

 
23

 

DBL Senior Care, Inc.
(a Development Stage Company)
Notes to Financial Statements
December 31, 2008

Note 4 – Income taxes

For the years ended December 31, 2008 and 2007, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded.  In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2008 and 2007, the Company had approximately $36,667 and $7,507 of federal and state net operating losses.  The net operating loss carryforwards, if not utilized, will begin to expire in 2023.

The components of the Company’s deferred tax asset are as follows:

   
December 31,
 
   
2008
   
2007
 
Deferred tax assets:
           
  Net operating loss carryforwards
    12,467       2,552  
  Valuation allowance
    (12,467 )     (2,552 )
    Total deferred tax assets
  $ -0-     $ -0-  

For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2008 and 2007.

Note 5 – Stockholders’ equity

The Company is authorized to issue up to 70,000,000 shares of common stock, each have a par value of $0.001, and up to 5,000,000 shares of preferred stock, each with a par value of $0.001.

On January 17, 2007, the Company issued 5,000,000 shares of its par value common stock as founders’ shares to two officers and directors in exchange for a subscription receivable in the amount of $5,000.  The subscription receivable was satisfied on February 2, 2007, with a cash payment of $5,000.

On July 30, 2007, an officer and director of the Company donated cash in the amount of $200.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On August 6, 2007, the Company issued an aggregate of 630,000 shares of its $0.001 par value common stock for total cash of $31,500 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.

As of December 31, 2008, there have been no other issuances of common stock.

Note 6 – Warrants and options

As of December 31, 2008, there were no warrants or options outstanding to acquire any additional shares of common stock.




F11

 
24

 

DBL Senior Care, Inc.
(a Development Stage Company)
Notes to Financial Statements
December 31, 2008

Note 7 – Related party transactions

On January 17, 2007, the Company issued 5,000,000 shares of its par value common stock as founders’ shares to two officers and directors in exchange for a subscription receivable in the amount of $5,000.  The subscription receivable was satisfied on February 2, 2007, with a cash payment of $5,000.

On July 30, 2007, an officer and director of the Company donated cash in the amount of $200.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

The Company does not lease or rent any property.  Office services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.









F12

 
25

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information we are required to disclose in reports filed under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.  Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

Our Board of Directors were advised by Moore & Associates, Chartered, the Company’s independent registered public accounting firm, that during their performance of audit procedures for 2007 Moore & Associates, Chartered identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in the Company’s internal control over financial reporting.

This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews.  However, the size of the Company prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system.  Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 
1.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 
2.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 
3.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
 
 

 
26

 


As of December 31, 2008, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2008.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

None.







 
27

 

PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DBL Senior Care, Inc.'s Directors are elected by the stockholders to a term of one (1) year and serve until their successors are elected and qualified.  The officers are appointed by the Board of Directors to a term of one (1) year and serves until his/her successor is duly elected and qualified, or until he/she is removed from office.  The Board of Directors has no nominating, auditing, or compensation committees.

The names and ages of our directors and executive officers and their positions are as follows:

Name
Position
Period of Service (1)
     
Debbie Barnum(2)
President, Treasurer, CEO and Director
January 2008 – 2009
     
Darrin Barnum(2)
Secretary and Director
January 2008 – 2009

Notes:

 
1.
All directors will hold office until the next annual meeting of the stockholders, which shall be held in January of 2009, and until successors have been elected and qualified.  Our officers were appointed by the Board of Directors and will hold office until they resigns or are removed from office.

 
2.
The officers and directors of DBL Senior Care have obligations to entities other than the Company.  The Company expects each individual to spend approximately not less than 10 hours per week on the Company’s business affairs, or as needed.  At the date of this prospectus, we are not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

Background of Directors, Executive Officers, Promoters and Control Persons

Debbie Barnum, President:  Between 1997 and 2000, Mrs. Barnum performed a number of duties, beginning as a cashier and increasing in responsibility to accounting, customer service manager and eventually as department manager.  From 2000 to 2003, as a sole proprietor she cared for and assisted elderly persons in the capacities that DBL Senior Care seeks to provide.  She provided companionship, prepared meals, transportation and ran general errands, as necessary.  From 2003 to 2005, Mrs. Barnum was a high limit host at Atlantis Casino and Resort, where she provided individualized guest services and other complementary duties.  In 2005, she returned to providing care to the elderly and infirm as a sole proprietor, and continues to do so today.  Mrs. Barnum is responsible for a comprehensive range of responsibilities as a caregiver.

Darrin Barnum, Secretary:  Mr. Barnum has served as an assistant manager at Wal-Mart from 1993 through the present.  His responsibilities include, without limitation, supervising approximately 40 associates at any given time, as well as manage the daily operations of the store.  In December 2006, Mr. Barnum joined his wife, Debbie Barnum, the President of DBL Senior Care, in the elderly care business.

Family Relationships

Debbie Barnum and Darrin Barnum are married.

Involvement on Certain Material Legal Proceedings During the Last Five Years

No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.

No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
 
 

 
28

 


Audit Committee and Financial Expert

We do not have an Audit Committee. Our director performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership of our securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file.  As a company with securities registered under Section 15(d) of the Exchange Act, our executive officers and directors, and persons who beneficially own more than ten percent of our common stock are not required to file Section 16(a) reports.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serves in all the above capacities.

Corporate Governance

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter. Our sole Director performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are a development stage company.

Director Nomination Procedures

Nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:

 
1.
Whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to our affairs;

 
2.
Whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;

 
3.
Whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to our current or future business, will add specific value as a Board member; and

 
4.
Whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his service.

The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a Director. During 2008, we received no recommendation for Directors from our stockholders.
 
 

 
29

 


We will consider for inclusion in our nominations of new Board of Directors nominees proposed by stockholders who have held at least 1% of our outstanding voting securities for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for our consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to our Secretary at the following address: 2415 W. Weatherby Way, Chandler, Arizona 85248.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for the last completed fiscal years ended December 31, 2008 and 2007 the cash compensation paid by the Company, as well as certain other compensation paid with respect to those years and months, to the Chief Executive Officer and, to the extent applicable, each of the three other most highly compensated executive officers of the Company in all capacities in which they served:

Summary Compensation Table
 
Name and
Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compen-sation ($)
Non-qualified Deferred Compen-sation Earnings ($)
All Other Compen-sation ($)
Total
($)
                   
Debbie Barnum
2008
0
0
0
0
0
0
0
0
President
2007
0
0
0
0
0
0
0
0
                   
Darrin Barnum
2008
0
0
0
0
0
0
0
0
Secretary
2007
0
0
0
0
0
0
0
0

Directors' Compensation

Our director is not entitled to receive compensation for services rendered to us, or for each meeting attended except for reimbursement of out-of-pocket expenses.  We have no formal or informal arrangements or agreements to compensate our director for services she provides as a director of our company.

Employment Contracts and Officers' Compensation

Since our incorporation, we have not paid any compensation to our officers, directors and employees.  We do not have employment agreements.  Any future compensation to be paid will be determined by our Board of Directors, and an employment agreement will be executed.  We do not currently have plans to pay any compensation until such time as we are cash flow positive.

Stock Option Plan And Other Long-term Incentive Plan

We currently do not have existing or proposed option/SAR grants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of DBL Senior Care, Inc.’s common stock by all persons known by DBL Senior Care to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group.  Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power.
 
 

 
30

 


Title Of Class
Name, Title and Address of Beneficial Owner of Shares(1)
 
Amount of Beneficial Ownership(2)
   
Percent of Class
 
               
Common
Debbie Barnum, President and Director
    2,500,000       44.4 %
                   
Common
Darrin Barnum, President and Director
    2,500,000       44.4 %
                   
 
All Directors and Officers as a group (2 persons)
    5,000,000       44.4 %

Notes:

 
1.
The address of each executive officer and director is c/o DBL Senior Care, Inc., 925 Gardenia Circle, St. George, Utah 84790.

 
2.
As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On January 17, 2007, we issued 5,000,000 shares of its par value common stock as founders’ shares to Debbie Barnum and Darrin Barnum, both of whom are officers and directors, in exchange for a subscription receivable in the amount of $5,000.  The subscription receivable was satisfied on February 2, 2007, with a cash payment of $5,000.

On July 30, 2007, an officer and director donated cash in the amount of $200.  The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

DBL uses office space and services provided without charge by Mr. Darrin Barnum and Mrs. Debbie Barnum, our directors and shareholders.

Director Independence
 
The Board of Directors has concluded that Director, Stephen Causey is not independent in accordance with the director independence standards of the American Stock Exchange.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees billed to us by our independent auditors for the years ended 2008 and 2007 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

SERVICES
 
2008
   
2007
 
             
Audit fees
  $ 7,000     $ 5,000  
Audit-related fees
    -       -  
Tax fees
    -       -  
All other fees
    -       -  
                 
Total fees
  $ 7,000     $ 5,000  




 
31

 

EXHIBITS

Exhibit Number
Name and/or Identification of Exhibit
   
3
Articles of Incorporation & By-Laws
 
a.  Articles of Incorporation (1)
 
b.  Bylaws (1)
   
31
Rule 13a-14(a)/15d-14(a) Certification
   
32
Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
   
 
Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the SEC on January 9, 2008.




 
 
 
 

 




 
32

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

DBL SENIOR CARE, INC.
(Registrant)
 
By: /s/ Debbie Barnum, President & CEO

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:

Signature
Title
Date
     
/s/ Debbie Barnum
President, CEO and Director
March 20, 2009
Debbie Barnum
   
     
/s/ Debbie Barnum
Chief Financial Officer
March 20, 2009
Debbie Barnum
   
     
/s/ Debbie Barnum
Chief Accounting Officer
March 20, 2009
Debbie Barnum
   












 
 
 

 






 
33